Common use of Dispute Clause in Contracts

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 22.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 twenty (20) Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable battery energy power generationstorage systems, matters relating to the Performance Standards, financing, and energy storage power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 thirty (30) Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 fifteen (15) Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical and operational feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s) and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 ninety (90) Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 forty-five (45) Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's ’s records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aaA) Seller's RPS ’s Performance Standards Modifications, ; (bbB) pricing terms that incorporate the RPS Performance Standards Pricing Impact, ; and (ccC) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's ’s rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, that, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, 30,000 shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d3.4(D) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" energy under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,00015,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s) and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a In the event that the Shareholders’ Agents shall dispute as a result the information set forth by Parent in the Earnout Report, then, within thirty (30) calendar days following the date of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)delivery by Parent of such report, it the Shareholders’ Agents shall jointly provide written notice to that effect to SellerParent (the “Earnout Dispute Notice”) specifying the amount disputed and the basis for the dispute, together with supporting documentation reflecting the analysis of and justification for any recomputation made. Within 20 Days of delivery of such notice Seller Parent and Company the Shareholders’ Agents shall agree upon an Independent Evaluator make good faith efforts to resolve the dispute regarding through negotiations for a RPS Modifications Documentperiod of thirty (30) calendar days following the receipt of the written notice defining and describing the nature of the dispute. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to In the Performance Standards, financing, and power purchase agreements. If event that the Parties parties are unable to agree upon an Independent Evaluator finally resolve the dispute within such 20thirty (30) calendar-Day day period, Company shall apply the parties to the PUC for dispute may elect by mutual agreement to extend the appointment period of an Independent Evaluatornegotiation and may elect by mutual agreement to engage a mediator to assist in such negotiation. If an Independent Observer retained under To the Competitive Bidding Framework is qualified and willing and available extent that any matter remains unresolved following negotiations (as determined by notice by any party to serve as Independent Evaluatorthe other parties), the PUC Shareholders’ Agents and Parent shall appoint one jointly select an independent accountant of recognized national standing to resolve any remaining disagreements, which independent accountant shall not have provided services to either Shareholders’ Agent, the Company, Parent or any of their respective Affiliates during the five-year period preceding the date of its selection, except for any fees incurred pursuant to Section 3.1 of this Agreement (the “Independent Accountant”). The Shareholders’ Agents and Parent shall use their respective commercially reasonable efforts to cause such Independent Accountant to make its determination within sixty (60) calendar days of accepting its selection. Within ten (10) Business Days after the date of determination of such Independent Accountant, Parent shall pay or cause to be paid to the Holders the Second Payment Amount in the manner set forth herein, subject to the right of offset provisions of Article 11 below. The decision of the persons or entities qualified Independent Accountant shall be a final, binding, and conclusive resolution of the parties’ dispute, shall be non-appealable, and shall not be subject to serve as an Independent Observer to be further review. The costs and expenses of the Independent Evaluator; if not, Accountant shall be split between Parent and the PUC shall appoint another qualified person or entity Shareholders’ Agents in proportion to serve as the difference between the amount set forth in the decision of the Independent EvaluatorAccountant and the amount reflected in the Earnout Report (with respect to Parent’s portion) and the amount reflected in the Earnout Dispute Notice (with respect to the Shareholders’ Agents’ portion). In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days event that the Shareholders’ Agents do not pay their respective amount of the application. Promptly upon appointmentIndependent Accountant’s costs and expenses, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party Parent shall be entitled to participate in any meetings with personnel deduct the difference between the Shareholders’ Agents’ portion of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, costs and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs expenses of the Independent Evaluator shall be Accountant and the amount actually paid by Company up the Shareholders’ Agents to the first $30,000 of such fees and costs; above those amountsIndependent Accountant from the Earnout Amount. Notwithstanding the foregoing, in any case, the Party that is not the prevailing Party parties shall be responsible for the payment of their respective costs and expenses, including any such attorneys’ and accountants’ fees and costs; provided, if neither Party is the prevailing Party, then the (other than any accountants’ fees and costs of payable to the Independent Evaluator above $30,000Accountant, which shall be borne equally by split between the Parties. The Independent Evaluator parties in rendering his or her decision shall also state which Party prevailed over accordance with this Section 3.1(d)) incurred in connection with the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESdispute.

Dispute. If Company decides to declare a dispute Escrow Agent is acting as a result stakeholder only with respect to the Downpayment and the interest earned thereon. If a party requests disbursement of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Downpayment for any reason other than the Closing having occurred, it then Escrow Agent shall provide give written notice to that effect to Seller. Within 20 Days of delivery the other party of such notice Seller and Company request. Such other party shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings dispute the disbursement of the Downpayment to the requesting party only by delivering notice thereof to Escrow Agent (a "Dispute Notice") on or oral arguments in which both Parties are representedprior to the fifth (5th) day after the date when Escrow Agent gives such notice. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards Cedar acknowledges and agrees that Cedar shall be applied by the Independent Evaluator in rendering his or her decision: not deliver a Dispute Notice unless (i) if it is not technically any of the conditions precedent to Cedar's obligation to consummate the transactions contemplated by this Agreement (as set forth in Section 7.2.1) or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it any of the conditions precedent to the Other Agreement Buyer's obligation to consummate the transactions contemplated by the Other Agreement (as set forth in Section 7.2.1 thereof), shall not have occurred or been satisfied. Notwithstanding anything to the contrary contained herein, Escrow Agent shall not disburse the Downpayment until the day immediately following the last day of such ten (10) day period. If there is technically any dispute as to whether Escrow Agent is obligated to deliver the Downpayment or operationally feasible for Seller as to implement reasonable measures required whom said Downpayment is to cause be delivered, then Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold the electric energy delivered same until Escrow Agent receives (a) notice from the Facility to come within such revised definition objecting party withdrawing the objection, or (b) a notice signed by both parties directing disposition of "renewable electrical energy" under RPSthe Downpayment, the Independent Evaluator shall incorporate such required changes into or (c) a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance appealable judgment or order of a court of competent jurisdiction. If such notice is not received, or proceedings for such determination are not begun, within thirty (30) calendar days after the date set forth herein for the Closing (as the same may have been changed by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions agreement of the Parties parties) and Independent Evaluator's rationale for his diligently continued, then Escrow Agent shall have the right to (w) hold and retain all or her decisions on disputed issues. The fees and costs any part of the Independent Evaluator Downpayment until such dispute is settled or finally determined by litigation, arbitration or otherwise, or (x) deposit the Downpayment, together with the interest earned thereon, in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be paid relieved and released from any liability or obligation under this Agreement, or (y) institute an action in interpleader or other similar action permitted by Company up to stakeholders in the first $30,000 Commonwealth of such fees and costs; above those amountsPennsylvania, the Party that is not the prevailing Party shall be responsible for or (z) interplead any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall parties in any action or proceeding which may be borne equally by brought to determine the Parties. The Independent Evaluator in rendering his rights of the parties to all or her decision shall also state which Party prevailed over any part of the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESDownpayment.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 15,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,00015,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) 5 (Failure to Reach Agreement) of this Attachment AA (Renewable Portfolio Standards), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Daysdays: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" energy under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESATTACHMENT BB GENERATOR ACCEPTANCE TEST GENERAL CRITERIA (See definition of Generator Acceptance Test in Section 1 (Definitions)) [THIS ATTACHMENT MAY BE MODIFIED BASED ON THE TYPE AND DESIGN OF THE FACILITY] Final test criteria and procedures shall be agreed upon by Company and Seller no later than thirty (30) Days prior to conducting the Generator Acceptance Test in accordance with Good Engineering and Operating Practices and with the terms of this Agreement. The Generator Acceptance Test shall, at a minimum, determine the Facility’s compliance with the following requirements in Attachment B (Facility Owned by Seller):

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to SellerSubscriber Organization. Within 20 Days of delivery of such notice Seller Subscriber Organization and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller Subscriber Organization would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller Subscriber Organization to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller Subscriber Organization to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) SellerSubscriber Organization's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Subscriber Organization as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result Within thirty (30) days following receipt by the Securityholders’ Representative of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Working Capital Statement, it the Securityholders’ Representative shall provide either inform Parent in writing that the Working Capital Statement is acceptable, or deliver written notice (the “Notice of Disagreement”) to that effect to Seller. Within 20 Days Parent of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve any dispute the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially Securityholders’ Representative has with respect to the consequences content of non-performance the Working Capital Statement or the Final Working Capital reflected in the Working Capital Statement. The Notice of Disagreement must describe in reasonable detail the items contained in the Working Capital Statement that the Securityholders’ Representative disputes, the basis for any such disputes and the Securityholders’ Representative’s calculation of such items. Any items not identified on the Notice of Disagreement shall be deemed agreed to by Xxxxxx the Securityholders’ Representative. If the Securityholders’ Representative does not notify Parent of a dispute with respect to the Working Capital Statement within such thirty (30)-day period, such Working Capital Statement and the Final Working Capital reflected in the Working Capital Statement will be final, conclusive and binding on the Parties. In the event a Notice of Disagreement is delivered to Parent within such thirty (30)-day period, Parent and the Securityholders’ Representative shall negotiate in good faith to resolve such disputed items, which amounts shall not be less than Parent’s calculation delivered pursuant to Section 2.09(a) nor more than the Securityholders’ Representative’s calculation delivered pursuant to this Section 2.09(f). If Parent and the Securityholders’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within fourteen (14) days after the Securityholders’ Representative’s delivery of a Notice of Disagreement, then Parent and the Securityholders’ Representative jointly shall engage the Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.09(f). The Securityholders’ Representative and Parent shall use reasonable best efforts to cause the Arbitration Firm to render a written decision resolving the matters submitted to the Arbitration Firm within thirty (30) days of the making of such submission. The scope of the disputes to be resolved by the Arbitration Firm shall be limited only to the items in dispute that were included in the Notice of Disagreement and if such items were calculated in accordance with Applicable Accounting Principles. The Arbitration Firm shall determine, on such basis, whether and to what extent, the Working Capital Statement and the Final Working Capital reflected in the Working Capital Statement require adjustment. The Arbitration Firm is not to make any other determination, including any determination as to whether the RPS ModificationsTarget Working Capital or the Working Capital Estimate is correct. In addition The Arbitration Firm’s decision shall be based solely on presentations by Parent and the Securityholders’ Representative, and not independent review and made in strict accordance with the terms of this Agreement, without regard for principles of equity. The Arbitration Firm shall address only those items in the Notice of Disagreement that were not resolved, and shall apply the relevant provisions of this Agreement to the RPS Modifications Documentdisputed amounts, the Independent Evaluator and shall render a decision which sets forth the positions have no authority to alter, modify, amend, add to or subtract from any term of provision of this Agreement. None of the Parties and Independent Evaluator's rationale parties or any of their respective representatives shall have any ex parte communications or meetings with the Arbitration Firm regarding the subject matter hereof without the other parties’ prior written consent. The Arbitration Firm shall not assign a value to any item in dispute greater than the greatest value for his such item assigned to it by Parent, on the one hand, or her decisions the Securityholders’ Representative, on disputed issuesthe other hand, or less than the smallest value for such item assigned to it by Parent, on the one hand, or the Securityholders’ Representative, on the other hand. The fees and costs expenses of the Independent Evaluator Arbitration Firm shall be paid by Company up borne in the same proportion that the aggregate dollar amount of such remaining disputed items so submitted to the first $30,000 Arbitration Firm that are unsuccessfully disputed by Parent, on the one hand, and the Securityholders’ Representative, on the other hand, as finally determined by the Arbitration Firm, bears to the total dollar amount of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; providedremaining disputed items so submitted. For example, if neither Party closing accounts receivable is the prevailing Partyonly disputed item, and Parent claims that closing accounts receivable is $1,000, and the Securityholders’ Representative contests only $500 of the amount claimed by Parent, and if the Arbitration Firm ultimately resolves the dispute by awarding Parent $300 of the $500 contested, then the fees costs and costs expenses of the Independent Evaluator above $30,000, shall Arbitration Firm will be borne equally allocated 60% (i.e. 300 ÷ 500) to the Securityholders’ Representative and 40% (i.e. 200 ÷ 500) to Parent. All determinations made by the PartiesArbitration Firm will be final, conclusive and binding on the parties. The Independent Evaluator A judgment on the determination made by the Arbitration Firm pursuant to this Section 2.09(f) may be entered in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESand enforced by any court having jurisdiction thereover.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result Within sixty (60) days following receipt by Seller of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) Final Closing Statement (Failure to Reach Agreementthe “Dispute Period”), it Seller shall provide deliver written notice (a “Dispute Notice”) to that effect to Seller. Within 20 Days Buyer of delivery of such notice any disagreement Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially has with respect to the consequences preparation or content of non-performance by Xxxxxx as the Final Closing Statement. Notwithstanding anything herein to the RPS Modificationscontrary, the timeline for Seller to provide the Dispute Notice shall be extended on a day-for-day basis in the case of any undue material delay by Buyer in providing Seller access to materials reasonably requested by Seller pursuant to Section 2.3(d) if such material delay actually and materially impairs Seller from delivering a Dispute Notice within the Dispute Period. If Seller does not provide Buyer with a Dispute Notice related to the Final Closing Statement within the Dispute Period, such Final Closing Statement will be final, conclusive and binding on the Parties. In addition the event Seller provides Buyer with a Dispute Notice, Buyer and Seller shall negotiate in good faith to resolve any disagreements related thereto. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve any disagreement contained in the Dispute Notice within thirty (30) days after Seller provides Buyer with such Dispute Notice, then Buyer and Seller jointly shall engage and instruct a nationally recognized firm of independent accountants as may be mutually acceptable to Buyer and Seller (the “Accounting Firm”) to resolve any such unresolved disagreement(s). Seller and Buyer shall jointly instruct the Accounting Firm that it (i) shall review only the unresolved disagreements contained in the Dispute Notice, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.3, Exhibit B and the defined terms contained herein, (iii) shall render its decision within sixty (60) days after the referral of the dispute to the RPS Modifications DocumentAccounting Firm for a decision pursuant hereto, or such longer time period as mutually agreed to by the Parties, (iv) shall not assign a value to any item greater than the greatest value for such item claimed by either Party in the Final Closing Statement or the Dispute Notice or less than the smallest value for such item claimed by either Party in the Final Closing Statement or the Dispute Notice, and (v) shall make its decision solely on written materials submitted by the Parties, including any responses to interrogatories issued by the Accounting Firm, and shall not conduct an independent review. As promptly as practicable following the Accounting Firm’s engagement, Bxxxx and Seller shall each prepare and submit a written presentation to the Accounting Firm. Within ten (10) Business Days following delivery of the presentations, Buyer and Seller may each submit a written response to the other Party’s presentation. As soon as practicable thereafter, the Independent Evaluator Accounting Firm shall render a written decision based solely on the respective presentations setting forth in reasonable detail the basis for its decision. Neither Seller, Buyer nor the Company (and none of their respective representatives) shall have any ex parte conversation(s) or meeting(s) with the Accounting Firm without the prior consent of (x) with respect to Seller, Buyer and (y) with respect to Buyer or the Company, Seller. The fees, costs and expenses of the Accounting Firm shall be allocated to and borne by Bxxxx, on the one hand, and Seller, on the other hand, based on the inverse of the percentage that the Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Accounting Firm. For example, should the items in dispute total $1,000 and the Accounting Firm awards $600 in favor of Bxxxx’s position, sixty percent (60%) of the costs of its review would be borne by Seller, and forty percent (40%) of the costs would be borne by Buyer. All determinations made by the Accounting Firm shall be final, conclusive and binding on the Parties. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which sets such determination is to be enforced. The process set forth in this Section 2.3(c) shall be the positions exclusive remedy of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees disputes related to items required to be reflected on the Final Closing Statement or included in the calculation of Net Working Capital, Closing Cash Balance, Company Debt and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESSelling Expenses.

Dispute. If Company decides Parent delivers a Dispute Notice to declare Buyer within the applicable review period, Buyer and Parent shall use reasonable, good faith efforts to resolve their differences concerning the Items of Dispute, and if any Item of Dispute is so resolved, the Closing Statement shall be modified as necessary to reflect such resolution. If all Items of Dispute are so resolved, the Closing Statement (as so modified) shall be conclusive and binding on all parties hereto. If any Item of Dispute remains unresolved for a dispute as a result period of thirty (30) days after Buyer’s receipt of the failure last Dispute Notice received within the thirty (30) day review period, Buyer and Parent shall submit the dispute to reach Ernst & Young LLP or, if such firm is unwilling or unable to perform such services, to a nationally recognized independent certified public accountant (the “Accounting Firm”) selected by mutual agreement of Buyer and execute Parent within ten (10) days after the end of such thirty (30) day period. The Accounting Firm shall not be an accounting firm that has performed accounting or consulting services for Buyer, the Company or Parent in the past three (3) years. Buyer and Parent shall each make a RPS Modifications Document pursuant final written submission to Section 3.4(dthe Accounting Firm and request that the Accounting Firm render a determination as to each unresolved Item of Dispute within thirty (30) (Failure days after its retention, and the parties shall cooperate fully with the Accounting Firm so as to Reach Agreement)enable it to make such determination as quickly and as accurately as practicable. The Accounting Firm shall render a determination only on the Items of Dispute, it shall provide written notice limit its determination with respect to that effect to Seller. Within 20 Days any particular Item of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating Dispute to the Performance Standards, financingrange of values based on the final submission of Parent and Buyer, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator it shall render a decision unless the Independent Evaluator determines it needs to have additional timeall determinations in accordance with GAAP and, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially solely with respect to the consequences of non-performance by Xxxxxx Net Working Capital, the principles set forth on Exhibit D. The Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the RPS Modifications. In addition parties hereto, and the Closing Statement shall be modified to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesextent necessary to reflect such determination. The fees and costs expenses of the Independent Evaluator Accounting Firm shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne shared equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESBuyer and Seller.

Dispute. The official BTU Content determination shall be as reported in SELLER's Certificate of Quality, provided that the arithmetic difference between SELLER's and BUYER's laboratory results is equal to or less than the then existing ASTM reproducibility standard (currently 0.4 MJ/kg, which the parties shall deem to be equivalent to a fixed standard of 60,000 BTU per barrel) for test D-240. If Company decides to declare a dispute as a result the difference between SELLER's and BUYER's determinations of BTU Content should fall outside the ASTM reproducibility standard for ASTM test D-240, the sealed sample in the possession of the failure Independent Inspector shall be provided to reach agreement an independent laboratory for an official determination, which shall be binding upon the parties. SELLER and execute BUYER shall share equally the costs of independent tests and determinations. If SELLER or BUYER has reason to believe that the quality or quantity of Product stated for a RPS Modifications Document pursuant specific Delivery per Section 7.5 or Section 7.6 is incorrect, that party shall within thirty (30) Days after the later of the date of the complete Certificate of Quality or the date of the final determination of BTU Content, present the other party with documents supporting such determination and the parties will confer, in good faith, on the causes for the discrepancy and shall proceed to Section 3.4(dcorrect such causes and adjust the quality and quantity, if justified, for the Pipeline Delivery or Marine Delivery in question. In the event of an unresolvable difference between SELLER and BUYER, the sealed part of the representative sample in the possession of the Independent Inspector shall be provided to an independent laboratory for an official determination, which shall be final. SELLER and BUYER shall share equally the cost for such independent laboratory determination. If the quality of the Product received by BUYER fails to conform to the quality specification limits in Article IV of this Contract, both BUYER and SELLER shall attempt to minimize the impact of any quality problem on BUYER by specification waiver, if the use of the Product will not unreasonably cause harm to BUYER, or by SELLER Delivering higher quality Product in a timely manner to produce a specification quality blend in BUYER's storage tank(s) (Failure to Reach Agreement)at BUYER's BPTF or at BUYER's Oahu generating plants. If all such, it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator similar, efforts fail to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generationquality problem, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for then BUYER may return non-performance that are commercially reasonable under specification Product to SELLER, in which case SELLER shall replace the circumstancesnon-specification Product to BUYER in a timely manner. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its reviewAll costs and expenses, including making key personnel BUYER's handling costs incurred in returning and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of replacing non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000specification Product, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESSELLER.

Dispute. If Company decides to declare a dispute as a result No later than six Business Days following receipt by Seller of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) Asset Statement (Failure to Reach Agreementthe “Objection Deadline Date”), it Seller shall provide deliver written notice to that effect to Seller. Within 20 Days Buyer of delivery of such notice any dispute Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially has with respect to the consequences preparation or content of non-performance the statement (the “Notice of Dispute”). If Seller does not deliver to Buyer the Notice of Dispute by Xxxxxx the Objection Deadline Date, the Asset Statement will be final, conclusive, and binding on the parties to this Agreement and Buyer and Seller shall promptly prepare and deliver to Escrow Agent a joint written instruction instructing the Escrow Agent to pay Seller the Interim Payment from the Escrow Funds. Seller and Buyer shall negotiate in good faith to resolve the matters specifically identified in the Notice of Dispute. If Seller and Buyer, notwithstanding such good faith effort, fail to resolve such disputed matters within 15 days after Seller delivers the Notice of Dispute to Buyer, then Seller and Buyer shall jointly engage a mutually agreed financial services firm (the “Arbitration Firm”) to resolve such remaining items (the “Unresolved Disputes”). As promptly as practicable thereafter, Seller and Buyer shall each prepare and submit a presentation to the RPS Modifications. In addition Arbitration Firm with respect to the RPS Modifications DocumentUnresolved Disputes. The Arbitration Firm shall be instructed to resolve the Unresolved Disputes and make a final determination of the Assets and any Interim Payment due, based upon the Independent Evaluator resolution of the Unresolved Disputes, and not to otherwise investigate such matters independently. The Arbitration Firm shall render be instructed (i) not to make any determination for an amount outside the range of the amounts disputed by Seller and Buyer, and (ii) to make a decision final determination within 30 days from the date on which sets the Unresolved Disputes were submitted to the Arbitration Firm. The final determination by the Arbitration Firm shall be final, conclusive, and binding, and Buyer and Seller shall deliver a joint written instruction to the Escrow Agent setting forth the positions of settlement and instructing the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesEscrow Agent to pay Seller from the Escrow Funds in accordance with such final determination. The fees and costs disbursements of the Independent Evaluator Arbitration Firm shall be paid by Company up allocated between Seller and Buyer in the same proportion as the ratio of the aggregate amount of the Unresolved Disputes so submitted to the first $30,000 of Arbitration Firm that are unsuccessfully disputed by each such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally party (as finally determined by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over Arbitration Firm) to the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESaggregate amount of Unresolved Disputes submitted.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to SellerSubscriber Organization. Within 20 Days of delivery of such notice Seller Subscriber Organization and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller Subscriber Organization to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller Subscriber Organization would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller Subscriber Organization to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller Subscriber Organization to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) SellerSubscriber Organization's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Subscriber Organization as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. The Seller shall have thirty (30) calendar days following receipt of the Adjustment Statement to deliver to the Purchaser a written notice (an “Adjustment Dispute Notice”) that the Seller disputes the Purchaser’s calculation of any of the amounts set forth therein, which Adjustment Dispute Notice shall set forth in reasonable detail the basis for each element of such dispute. If Company decides the Seller does not deliver an Adjustment Dispute Notice on or before the expiration of such thirty-day (30-day) period (or if the Seller notifies the Purchaser in writing that there is no such dispute), the calculations prepared by the Purchaser shall be deemed to declare be final, binding and conclusive. In the event the Seller delivers an Adjustment Dispute Notice with respect to only certain of the amounts set forth in the Adjustment Statement but not others, then any undisputed amount shall be deemed to be final, binding and conclusive. In the event the Seller delivers an Adjustment Dispute Notice to the Purchaser, then the Seller and the Purchaser shall cooperate in good faith for a period of thirty (30) calendar days commencing the date of delivery of the Adjustment Dispute Notice to resolve any such dispute as a result promptly as possible. During such thirty-day (30-day) period, the Purchaser shall provide the Seller reasonable access to the Purchaser’s and the Group Companies’ personnel, properties, Contracts, documents, books, records, files and other data (including Tax Returns) relevant to the calculation of the failure Adjustment Amount (subject to reach agreement the execution of customary work paper access letters if requested). In the event that (i) there is no disagreement with respect to the Adjustment Amount or (ii) the Purchaser and execute the Seller are able to resolve any disagreements on or before the thirtieth (30th) calendar day following the delivery of such Adjustment Dispute Notice, the Seller and the Purchaser shall, no later than two (2) Business Days after the date on which the Adjustment Amount has been determined, jointly instruct the Escrow Agent to release all or a RPS Modifications Document part of the Escrow Amount to the Seller or the Purchaser, as appropriate pursuant to Section 3.4(d2.2(h). In the event that the Purchaser and the Seller are unable to resolve all such disagreements on or before the thirtieth (30th) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of calendar day following the delivery of such notice Adjustment Dispute Notice, the Purchaser and the Seller and Company shall agree upon an Independent Evaluator retain the Accountants to resolve the dispute regarding a RPS Modifications Documentall such disagreements. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: Accountants (i) if it is not technically or operationally feasible for Seller may only resolve disagreements as to implement reasonable measures required matters covered by the Adjustment Dispute Notice (which disagreements shall refer to cause the electric energy delivered from specific the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment line items set out in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwiseSchedule 2.2(b)); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause shall base their determination solely on (x) the electric energy delivered from written submissions of the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator parties and shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, not conduct an independent investigation and (ccy) contract terms the Adjustment Amount Accounting Policies; and conditions that are commercially reasonable under the circumstances, especially (iii) shall not assign any value with respect to a disputed amount that is greater than the consequences of non-performance highest value for such amount claimed by Xxxxxx either the Seller or the Purchaser or that is less than the lowest value for such amount claimed by either the Seller or the Purchaser. The Accountants shall be instructed to render a determination as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) calendar days following the day on which the disagreement is referred to the RPS ModificationsAccountants). In addition The Accountants shall conduct the determination activities in a manner wherein (x) each of the Seller and the Purchaser promptly provide their assertions regarding the Adjustment Amount to the RPS Modifications DocumentAccountants and to each other, substantially simultaneously and (y) all materials submitted are held in confidence and shall not be disclosed to any third parties. The determination by the Independent Evaluator Accountants shall render a decision which sets forth be final, binding and conclusive on both the positions Seller and the Purchaser (the “Accountants Ruling”). The parties agree that judgment may be entered upon the determination of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for Accountants in any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed court having jurisdiction over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESparty against which such determination is to be enforced.

Dispute. If Company decides to declare a dispute as a result Within 30 days following receipt by Seller of the failure Closing Statements, Seller shall deliver, or cause to reach agreement and execute be delivered, a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect Purchaser of any dispute Seller has with respect to Purchaser’s computation of Closing Net Working Capital and/or Closing Pxxxx Cash (the “Seller’s Objection”). Within 20 Days In the event of such notification of a dispute, Purchaser and Seller shall negotiate in good faith to resolve such dispute. If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within 15 days after delivery of the Seller’s Objection, then within 5 days following expiration of such notice 15-day negotiation period, Purchaser and Seller and Company jointly shall agree upon an Independent Evaluator engage the Accounting Firm to resolve such dispute. As promptly as practicable thereafter (but, in any event, within 15 days of engagement of the Accounting Firm), Purchaser and Seller shall each prepare and submit a written presentation detailing such party’s complete statement of proposed resolution of the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance StandardsAccounting Firm. As soon as practicable thereafter, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one but in no event later than 30 days after engagement of the persons or entities qualified to serve Accounting Firm, Purchaser and Seller shall cause the Accounting Firm, acting as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint expert and not an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Daysarbitrator, to render a decisionwritten decision resolving the matters in dispute, in accordance with the applicable terms hereof. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available Accounting Firm’s determination as to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party item or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied amount disputed by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended more beneficial to comply with such changes Purchaser than the determination of that item or amount by Purchaser in RPS (unless the Parties agree otherwise); (ii) if it is technically applicable Closing Statement nor more beneficial to Seller than the determination of that item or operationally feasible for Seller to implement reasonable measures required to cause amount in the electric energy delivered from Seller’s Objection. Judgment may be entered upon the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions determination of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesAccounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and costs cost of any determination by the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then Accounting Firm (including the fees and costs expenses of the Independent Evaluator above $30,000, Accounting Firm) pursuant to this Section 2.06 shall be borne equally by Purchaser and Seller. All determinations made by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over Accounting Firm will be final, conclusive and binding on the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESparties.

Dispute. If Company decides to declare a dispute as a result the Seller Representative disputes the calculation of Net Revenues of the failure Company and the Subsidiaries contained in the Earn-Out Statement, Buyer shall cooperate with and make available to reach agreement the Seller Representative all records, work papers and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days calculations of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters Buyer relating to the Performance StandardsEarn-Out Statement and the calculation of Net Revenues therein. The Seller Representative shall have thirty (30) days after delivery of the Earn-Out Statement in which to notify Buyer in writing of any discrepancy in, financingor disagreement with, and power purchase agreementsthe calculation of the Net Revenues as reflected on the Earn-Out Statement (a “Notice of Objection”). If the Parties are unable to agree upon an Independent Evaluator within Seller Representative does not submit a Notice of Objection during such 20-Day thirty (30) day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees Earn-Out Statement shall be deemed to be accepted in the form presented to the Seller Representative and costs shall be final, conclusive and binding upon the parties. If the Seller submits a Notice of Objection during such thirty (30) day period and Buyer agrees with the adjustment requested by the Seller Representative therein, then an appropriate adjustment shall be made. If Buyer does not agree with the Notice of Objection, Buyer and the Seller Representative shall negotiate in good faith to resolve such dispute. If Buyer and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within twenty (20) days after receipt of the Independent Evaluator above $30,000Notice of Objection, then the disputed items or amounts shall be submitted for review and final determination by the Arbitration Firm. As promptly as practicable, Buyer and the Seller Representative shall each prepare and submit a presentation to the Arbitration Firm. The scope of the Arbitration Firm’s engagement shall be limited to the resolution of the disputed items regarding the Net Revenue calculation described in the Notice of Objection. The determination of the Arbitration Firm shall be made as promptly as practicable and shall be binding and conclusive on the parties hereto for purposes hereof. The fees, costs and expenses of the Arbitration Firm shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANYnon-OWNED INTERCONNECTION FACILITIESprevailing party.

Dispute. If Company decides to declare a dispute as a result Within thirty (30) days following receipt by Seller of the failure applicable Post-Closing Statement, Seller shall Deliver written notice to reach agreement Parent of any dispute Seller has with respect to Parent’s calculation of the applicable Interim Period Management Fees (the “Dispute Notice”). If Seller does not Deliver a Dispute Notice within such thirty (30) day period, Parent’s determination of such Interim Period Management Fees as set forth in such Post-Closing Statement will be final, conclusive and execute binding on the Parties. In the event Seller does timely Deliver a RPS Modifications Document pursuant Dispute Notice with respect to Section 3.4(dsuch Post-Closing Statement, Parent and Seller shall negotiate in good faith to resolve such dispute. If Parent and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) (Failure to Reach Agreement)days after the date of the applicable Dispute Notice, it shall then either Parent or Seller may provide written notice to the other that effect it elects to submit the disputed items to a mutually agreeable, nationally recognized accounting firm who shall be independent of Seller, Parent and their respective Affiliates, it being agreed that either PricewaterhouseCoopers LLP or Deloitte LLP shall be mutually agreeable so long as such firm remains independent of the Parties (the “Arbitration Firm”). Within 20 Days of delivery of The Arbitration Firm will promptly review only those items and amounts (and may not assign a value greater than the greatest value for such notice item claimed by either Parent or Seller or smaller than the smallest value for such item claimed by either Parent or Seller) specifically set forth and Company shall agree upon an Independent Evaluator objected to in such Dispute Notice and resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties each such specific item and Independent Evaluator's rationale for his or her decisions on disputed issuesamount. The fees and costs expenses of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall Arbitration Firm will be borne equally by Parent and Seller, or as the Arbitration Firm shall otherwise determine. The decision of the Arbitration Firm with respect to such Interim Period Management Fees, and the allocation of costs discussed in the prior sentence, will be final, conclusive and binding on the Parties. The Independent Evaluator in rendering his or her Arbitration Firm’s decision shall also state which Party prevailed over be based solely on written submissions by Parent and Seller and their respective representatives and not by independent review. The Arbitration Firm shall not hold any hearings, hear any oral testimony or otherwise seek or require any other evidence. Subject to the other Partyforegoing, or that neither Party prevailed over each of Parent and Seller agrees to use its commercially reasonable efforts to cooperate with the other. COMPANY-OWNED INTERCONNECTION FACILITIESArbitration Firm and to cause the Arbitration Firm to resolve any dispute no later than thirty (30) days after its engagement.

Dispute. If Company decides to declare a dispute as a result Within 45 days following delivery of the failure Closing Statement by Parent, if Representative has any objection to Parent’s calculation of the Closing Working Capital or any other items set forth in the Closing Statement, Representative will deliver to Parent a written statement setting forth her objections to the Closing Statement (an “Objections Statement”), which statement will identify in reasonable detail any and all items and amounts to which Representative objects (such items and amounts so specified in reasonable detail in the Objections Statement, the “Disputed Items”). If Representative does not deliver an Objections Statement to Parent within such 45 day period, the Closing Statement as prepared by Parent will **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. be final, binding and non-appealable by the parties. If Representative delivers an Objections Statement, Representative and Parent will negotiate in good faith to resolve any Disputed Items. If Representative and Parent are not able to reach a final resolution with respect to any Disputed Item within 30 days after the delivery of the Objections Statement to Parent, Representative and Parent will jointly engage PricewaterhouseCoopers (or, if PricewaterhouseCoopers is either Parent’s accountants or the Company’s accounts, then such impartial nationally recognized firm of independent certified public accountants, other than Parent’s accountants or the Company’s accountants, appointed by mutual agreement of Parent and execute a RPS Modifications Document pursuant to Section 3.4(dthe Representative) (Failure to Reach Agreement)in either case, it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator the “Accounting Firm”) to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsany unresolved Disputed Items. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day periodparties so engage the Accounting Firm, Company shall apply each party will submit to the PUC for Accounting Firm, not later than 30 days after the appointment date on which the Accounting Firm is engaged, a written statement with its position on each Disputed Item (which, in the case of an Independent EvaluatorParent, will be consistent with the position taken in the Closing Statement and, in the case of Representative, will be consistent with the position taken in the Objections Statement), together with such supporting documentation as may be reasonably requested by the Accounting Firm. If an Independent Observer retained under Representative and Parent will each be entitled to meet with the Competitive Bidding Framework is qualified Accounting Firm and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The will each use their respective commercially reasonable measures required to be taken by Seller efforts to cause the electric energy delivered from Accounting Firm to resolve such dispute as soon as practicable, but in any event within 30 days after the Facility date on which the Accounting Firm receives the statements prepared by Representative and Parent. The Accounting Firm will determine the amount of the Closing Working Capital based in accordance with GAAP and its final determination will be, in the aggregate, neither more favorable to come within such revised definition Parent than the position taken by Parent in the Closing Statement, nor more favorable to Representative than the position taken by Representative in the Objections Statement. The Accounting Firm will provide a calculation of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures Closing Working Capital to both parties based on its resolution of the Disputed Items, and the Closing Working Capital as so the energy delivered calculated will be final, binding and non-appealable by the Facility complies parties. Each party will bear its own costs and expenses in connection with the resolution of any such revised definition of "renewable electrical energy" under dispute by the RPS Amendment in question; Accounting Firm. The appropriate level, if any, of RPS Pricing Impact in light costs and expenses of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator Accounting Firm will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up the parties in inverse proportion to the first $30,000 extent to which the dollar amount of such fees Closing Working Capital contended for by each party (in the Closing Statement and costs; above those amountsin the Objections Statement, respectively) matches the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs dollar amount of the Independent Evaluator above $30,000, shall be borne equally Closing Working Capital as determined by the PartiesAccounting Firm. The Independent Evaluator As an example only, if: Parent, in rendering his or her decision shall also state which Party prevailed over the other PartyClosing Statement, or contended that neither Party prevailed over Closing Working Capital should be $X; Representative, in the other. COMPANY-OWNED INTERCONNECTION FACILITIESObjections Statement, contended that Closing Working Capital should be $X + $100,000; and the Accounting Firm determined Closing Working Capital to be $X + $70,000, Parent would be required to pay 70% of the costs and expenses of the Accounting Firm and Representative would be required to pay the remaining 30% of those costs and expenses.

Dispute. If Company decides to declare a dispute as a result Within thirty (30) days following receipt by the Seller Representative of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Working Capital Statement, it the Seller Representative shall provide either inform Buyer in writing that the Working Capital Statement is acceptable or deliver written notice to that effect to Seller. Within 20 Days Buyer of delivery of such notice any dispute the Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating Representative has with respect to the Performance StandardsWorking Capital Statement, financing, which written notice shall describe in reasonable detail the items contained in the Working Capital Statement that the Seller Representative disputes and power purchase agreementsthe basis for any such disputes and his calculation of the Closing Working Capital. If the Parties Seller Representative does not notify Buyer of a dispute with respect to any items contained in the Working Capital Statement within such thirty (30) day period, such Working Capital Statement and the Working Capital shall be final, conclusive and binding on the parties. In the event of such notification of a dispute, Buyer and the Seller shall negotiate in good faith to resolve any such dispute. If Buyer and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute with respect to one or more items within thirty (30) days after the Seller Representative advises Buyer of its objections, then the items raised in the Seller Representative’s dispute notice that remain in dispute (the “Remaining Disputed Items”) shall be submitted to BDO USA LLP, or if BDO USA LLP is unwilling or unable to serve in such capacity, such other accounting firm as shall be mutually agreed upon by the parties (such accountant, the “Settlement Accountant”), who, acting as an expert and not as an arbitrator, shall resolve the Remaining Disputed Items. If the parties are unable to agree upon an Independent Evaluator the selection of the Settlement Accountant within five (5) Business Days after expiration of such 20-Day thirty (30) day period, Company the Settlement Accountant shall apply be appointed by the American Arbitration Association. The Settlement Accountant shall act as an expert and not as an arbitrator. Prior to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluatorits engagement, the PUC Settlement Accountant shall appoint one of agree in writing to resolve the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent EvaluatorRemaining Disputed Items, but neither Party shall be entitled to participate no others, in any meetings accordance with personnel the provisions of the other Party or this Section 2.4 and based upon a review of the other Party's recordsparties’ positions and thereby establish the Closing Working Capital. HoweverThe Settlement Accountant shall make such determination within forty-five (45) days following the submission of the matter to the Settlement Accountant for resolution, and such determinations shall be final, conclusive and binding on the parties absent fraud or arithmetic error. In the event any dispute is submitted to the Settlement Accountant for resolution as provided in this Section 2.4(b), the Independent Evaluator will have fees, charges and expenses of the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards Settlement Accountant shall be applied by the Independent Evaluator in rendering his or her decision: paid (i) if it is not technically or operationally feasible for one-half by Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); and (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of nonone-performance half by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESBuyer.

Dispute. If Company decides to declare a dispute as a result Within 45 days following delivery of the failure Closing Statement by Parent, if Representative has any objection to Parent’s calculation of the Closing Working Capital or any other items set forth in the Closing Statement, Representative will deliver to Parent a written statement setting forth her objections to the Closing Statement (an “Objections Statement”), which statement will identify in reasonable detail any and all items and amounts to which Representative objects (such items and amounts so specified in reasonable detail in the Objections Statement, the “Disputed Items”). If Representative does not deliver an Objections Statement to Parent within such 45 day period, the Closing Statement as prepared by Parent will be final, binding and non-appealable by the parties. If Representative delivers an Objections Statement, Representative and Parent will negotiate in good faith to resolve any Disputed Items. If Representative and Parent are not able to reach a final resolution with respect to any Disputed Item within 30 days after the delivery of the Objections Statement to Parent, Representative and Parent will jointly engage PricewaterhouseCoopers (or, if PricewaterhouseCoopers is either Parent’s accountants or the Company’s accounts, then such impartial nationally recognized firm of independent certified public accountants, other than Parent’s accountants or the Company’s accountants, appointed by mutual agreement of Parent and execute a RPS Modifications Document pursuant to Section 3.4(dthe Representative) (Failure to Reach Agreement)in either case, it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator the “Accounting Firm”) to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsany unresolved Disputed Items. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day periodparties so engage the Accounting Firm, Company shall apply each party will submit to the PUC for Accounting Firm, not later than 30 days after the appointment date on which the Accounting Firm is engaged, a written statement with its position on each Disputed Item (which, in the case of an Independent EvaluatorParent, will be consistent with the position taken in the Closing Statement and, in the case of Representative, will be consistent with the position taken in the Objections Statement), together with such supporting documentation as may be reasonably requested by the Accounting Firm. If an Independent Observer retained under Representative and Parent will each be entitled to meet with the Competitive Bidding Framework is qualified Accounting Firm and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The will each use their respective commercially reasonable measures required to be taken by Seller efforts to cause the electric energy delivered from Accounting Firm to resolve such dispute as soon as practicable, but in any event within 30 days after the Facility date on which the Accounting Firm receives the statements prepared by Representative and Parent. The Accounting Firm will determine the amount of the Closing Working Capital based in accordance with GAAP and its final determination will be, in the aggregate, neither more favorable to come within such revised definition Parent than the position taken by Parent in the Closing Statement, nor more favorable to Representative than the position taken by Representative in the Objections Statement. The Accounting Firm will provide a calculation of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures Closing Working Capital to both parties based on its resolution of the Disputed Items, and the Closing Working Capital as so the energy delivered calculated will be final, binding and non-appealable by the Facility complies parties. Each party will bear its own costs and expenses in connection with the resolution of any such revised definition of "renewable electrical energy" under dispute by the RPS Amendment in question; Accounting Firm. The appropriate level, if any, of RPS Pricing Impact in light costs and expenses of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator Accounting Firm will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up the parties in inverse proportion to the first $30,000 extent to which the dollar amount of such fees Closing Working Capital contended for by each party (in the Closing Statement and costs; above those amountsin the Objections Statement, respectively) matches the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs dollar amount of the Independent Evaluator above $30,000, shall be borne equally Closing Working Capital as determined by the PartiesAccounting Firm. The Independent Evaluator As an example only, if: Parent, in rendering his or her decision shall also state which Party prevailed over the other PartyClosing Statement, or contended that neither Party prevailed over Closing Working Capital should be $X; Representative, in the otherObjections Statement, contended that Closing Working Capital should be $X + $100,000; and the Accounting Firm determined Closing Working Capital to be $X + $70,000, Parent would be required to pay 70% of the costs and expenses of the Accounting Firm and Representative would be required to pay the remaining 30% of those costs and expenses. COMPANY-OWNED INTERCONNECTION FACILITIES**** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Dispute. If Company decides to declare a dispute as a result Within 30 days following receipt by the Stockholder Representative of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Working Capital Statement, it the Stockholder Representative shall provide deliver written notice (the “Notice of Disagreement”) to that effect to Seller. Within 20 Days Parent of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve any dispute the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially Stockholder Representative has with respect to the consequences preparation or content of non-performance by Xxxxxx as the Working Capital Statement or the Final Working Capital reflected therein. The Notice of Disagreement must describe in reasonable detail the items contained in the Working Capital Statement that the Stockholder Representative disputes and the basis for any such disputes. If the Stockholder Representative does not notify Parent of a dispute with respect to the RPS ModificationsWorking Capital Statement within such 30-day period, such Working Capital Statement and the Final Working Capital reflected therein will be final, conclusive and binding on the parties. In addition the event a Notice of Disagreement is delivered to Parent, Parent and the Stockholder Representative shall negotiate in good faith to resolve such dispute. If Parent and the Stockholder Representative, notwithstanding such good faith effort, fail to resolve such dispute within 14 days after the Stockholder Representative delivers the Notice of Disagreement, then Parent and the Stockholder Representative jointly shall engage the Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.6(b). The Stockholder Representative and Parent shall use reasonable best efforts to cause the Arbitration Firm to render a written decision resolving the matters submitted to the RPS Modifications DocumentArbitration Firm within 30 days of the making of such submission. The Arbitration Firm shall address only those items in dispute. The Arbitration Firm shall determine, on such basis, whether and to what extent, the Independent Evaluator Working Capital Statement and the Final Working Capital reflected therein require adjustment, which determination shall render a decision which sets forth be consistent with either the position of Parent or the position of the Stockholder Representative or between the positions of Parent and the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesStockholder Representative. The fees and costs Judgment may be entered upon the determination of the Independent Evaluator Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. Parent and the Stockholder Representative shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then share equally the fees and costs expenses of the Independent Evaluator above $30,000, shall be borne equally Arbitration Firm. All determinations made by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over Arbitration Firm will be final, conclusive and binding on the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESparties.

Dispute. If Company decides to declare a dispute as a result Within thirty (30) days following receipt by Seller of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Net Liabilities Statement, it Seller shall provide deliver written notice (the "Notice of Disagreement") to that effect to Seller. Within 20 Days Buyer of delivery of such notice any dispute Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially has with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions preparation or content of the Parties and Independent Evaluator's rationale for his Net Liabilities Statement or her decisions on disputed issuesthe Final Net Liabilities reflected therein. The fees Notice of Disagreement must describe in reasonable detail the items contained in the Net Liabilities Statement that Seller disputes and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible basis for any such fees disputes. If Seller does not notify Buyer of a dispute with respect to the Net Liabilities Statement within such 30-day period, such Net Liabilities Statement and costs; providedthe Final Net Liabilities reflected therein will be final, if neither Party conclusive and binding on the Parties. In the event a Notice of Disagreement is the prevailing Partydelivered to Buyer, Buyer and Seller shall negotiate in good faith to resolve such dispute. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fourteen (14) days after Seller advises Buyer of its objections, then Buyer and Seller jointly shall engage the Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.7(b). Seller and Buyer shall use reasonable efforts to cause the Arbitration Firm to render a written decision resolving the matters submitted to the Arbitration Firm within thirty (30) days of the making of such submission. The Arbitration Firm shall determine whether and to what extent the Net Liabilities Statement and the Final Net Liabilities reflected therein require adjustment. The Arbitration Firm is not to make any other determination. The Arbitration Firm's decision shall be based solely on written submissions by Seller and Buyer and their respective representatives and not by independent review. The Arbitration Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. Buyer and Seller shall share equally the fees and costs expenses of the Independent Evaluator above $30,000, shall be borne equally Arbitration Firm. All determinations made by the Arbitration Firm will be final, conclusive and binding on the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides During the forty-five (45) days following delivery of a Dispute Notice, TUNI and the Management Holder Representative will seek in good faith to declare a dispute as a result resolve in writing any differences that they have with respect to all of the failure to Disputed Items. Any Disputed Item resolved in writing by TUNI and the Management Holder Representative will be deemed final, binding and conclusive on TUNI and the Management Holder Representative. If TUNI and the Management Holder Representative do not reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(don all of the Disputed Items during such forty-five (45) day period (Failure to Reach Agreementor such longer period as they shall mutually agree in writing), it shall provide written notice to that effect to Seller. Within 20 Days of delivery then at the end of such notice Seller forty-five (45) day (or longer) period, TUNI and Company shall agree upon an the Management Holder Representative will submit all unresolved Disputed Items (collectively, the “Unresolved Items”) to the Independent Evaluator Accountants to review and resolve the dispute regarding a RPS Modifications Documentsuch matters. The Independent Evaluator shall Accountants will determine each Unresolved Item as promptly as may be reasonably qualified practicable, and expert TUNI and the Management Holder Representative will instruct the Independent Accountants to endeavor to complete such process within a period of no more than thirty (30) days from the date the Unresolved Items are submitted thereto. The Independent **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission Accountants may conduct such proceedings as the Independent Accountants believe necessary and appropriate, in renewable energy power generationtheir sole discretion; provided that the Independent Accountants shall apply the provisions of this Agreement concerning determination of the applicable Put/Call Price Statement. In addition, matters relating except as TUNI and the Management Holder Representative may otherwise agree, all communications between TUNI and the Management Holder Representative or any of their respective representatives, on the one hand, and the Independent Accountants, on the other hand, will be in writing with copies simultaneously delivered to the Performance Standards, financing, and power purchase agreementsnon-communicating party. If the Parties are unable to agree upon an The Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one Accountants’ determination of the persons or entities qualified to serve Unresolved Items will be final, binding and conclusive on TUNI and the Management Holder Representative, effective as an Independent Observer to be of the date the Independent Evaluator; if not, Accountants’ written determination is received by TUNI and the PUC shall appoint another qualified person or entity to serve as Independent EvaluatorManagement Holder Representative. In its application, Company shall ask Each of TUNI and the PUC to appoint an Independent Evaluator within 30 Days Management Holder Representative (on behalf of the application. Promptly upon appointmentManagement Holders) will bear its own legal, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within accounting and other fees and expenses of participating in such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesdispute resolution procedure. The fees and costs expenses of the Independent Evaluator Accountants incurred pursuant to this Section 4.7(c) (the “Accounting Fees”) shall be paid by Company up allocated between TUNI, on the one hand, and the Management Holder Representative (on behalf of the Sellers), on the other hand as follows: a portion of the Accounting Fees equal to the first $30,000 product of such fees and costs; above those amountsthe Accounting Fees multiplied by a fraction, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party numerator of which is the prevailing Party, then the fees and costs aggregate dollar amount of the Unresolved Items resolved by the Independent Evaluator above $30,000Accountants in favor of TUNI and the denominator of which is the aggregate dollar amount of all Unresolved Items submitted to the Independent Accountants for resolution, shall be borne equally by allocated to the Parties. The Independent Evaluator in rendering his or her decision Management Holder Representative (on behalf of the Management Holders), and the remainder shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESbe allocated to TUNI.